Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_____________________________
CNB BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
INDIANA 35-1568731
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
20 N.W. Third Street, Evansville, Indiana 47739 (812) 464-3400
(Address, including zip code and telephone number, including area code, of
Registrant's principal executive offices)
_____________________________
JOHN R. SPRUILL
Executive Vice President
CNB Bancshares, Inc.
20 N.W. Third Street
Evansville, Indiana 47739
(812) 464-3400
_______________________________________________________________________________
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Thomas C. Erb, Esq.
Lewis, Rice & Fingersh, L.C.
500 North Broadway, Suite 2000
St. Louis, Missouri 63102
(314) 444-7600
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statements for the same offering.[ ] _____________________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ____________________________________________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Title of each Proposed Proposed
class of Amount maximum maximum Amount of
securities to to be offering price aggregate registration
be registered registered (1) per unit offering price (2) fee
_______________________________________________________________________________
Common stock,
$1.00 stated
value 700,000 $29.56 $20,692,000 $7,135.17
(1) The securities registered hereunder include securities issued pursuant to
the terms of the CNB Bancshares, Inc. Dividend Reinvestment and Stock
Purchase Plan that provides for adjustments in the amount of securities
being issued to prevent dilution resulting from stock splits, stock
dividends or similar transactions.
(2) Pursuant to Rule 457(c), represents the average of the high and low
reported prices for the Registrant's common stock on the New York Stock
Exchange on October 15, 1996, such date being a date within five (5)
business days prior to the date of filing of this Registration Statement.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
Page
CNB BANCSHARES, INC.
__________________________________________
DIVIDEND REINVESTMENT
AND
STOCK PURCHASE PLAN
__________________________________________
PROSPECTUS
__________________________________________
No person has been authorized to give any
information or to make any representations, other
than those contained or incorporated by reference
in this Prospectus and, if given or made, such
information or representations must not be relied
upon as having been authorized by CNB Bancshares,
Inc. Neither the delivery of this Prospectus nor
any sale made hereunder shall under any
circumstances create any implication that there
has been no change in the affairs of the Company
since the date hereof.
__________________________________________
Page
PROSPECTUS
700,000 SHARES
CNB BANCSHARES, INC.
COMMON STOCK
(NO PAR VALUE)
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The Dividend Reinvestment and Stock Purchase Plan (the "Plan") of CNB
Bancshares, Inc., 20 N.W. Third Street, Evansville, Indiana 47739-0001, (812)
464-3400 (the "Company"), provides holders of record of the common stock of the
Company ("Common Stock") with a convenient and simple method of purchasing
additional shares of Common Stock. In addition, purchases under the Plan may be
made at a discount from market value as provided in the Plan.
Participants in the Plan may elect to:
a) Reinvest the cash dividends on a specified number or all
shares of Common Stock in additional shares of the
Company's Common Stock; and
b) Purchase additional shares of the Company's Common Stock
through optional payments of not less than $50 and up to
$5,000 per month.
The Citizens National Bank of Evansville (the "Administrator") administers the
Plan and acts as agent for participants. As agent, it will use dividends and
optional payments received from participants to acquire shares of the Company's
Common Stock for the accounts of participants. The shares of Common Stock may
be acquired, at the discretion of the Administrator, either from the Company or
on the open market.
The price of shares purchased from the Company will be the average of the
closing prices for the Company's shares as reported on the New York Stock
Exchange ("NYSE"), for the five (5) immediately preceding business days. The
price of shares purchased on the open market will be the actual price paid less
any applicable discount.
This Prospectus relates to 700,000 shares of Common Stock which may be purchased
under the Plan. It is suggested that this Prospectus be retained for future
reference.
_____________________________________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
_____________________________________________________________________
The date of this Prospectus is October 17, 1996.
Page
TABLE OF CONTENTS
AVAILABLE INFORMATION 1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 1
USE OF PROCEEDS 1
THE PLAN 2
Purpose 2
Advantages 2
Participation 2
Administration 4
Cost 4
Purchase of Shares 4
Optional Payments 5
Safekeeping of Stock Certificates 6
Reports to Participants 6
Federal Income Taxes 6
Withdrawal 7
Other Information 8
THE COMPANY 9
COMMISSION POSITION ON INDEMNIFICATION 9
LEGAL OPINIONS AND EXPERTS 10
Page
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files and reports proxy and information statements and other
information with the Securities and Exchange Commission (the "Commission") which
may be inspected and copied at prescribed rates at the Public Reference section
of the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549,
as well as at the following regional offices of the Commission: Northeast
Regional Office (Suite 1300, 7 World Trade Center, New York, New York 10048);
and the Midwest Regional Office (Citicorp Center, 500 West Madison Street,
Chicago, Illinois 60661). Such materials may also be obtained from the
Commission through the internet at http://www.sec.gov. In addition, reports,
proxy statements and other information concerning the Company may be inspected
at the offices of the New York Stock Exchange, 20 Broad Street, New York, New
York 10005. This Prospectus does not contain all information set forth in the
registration statement relating to the shares offered hereby, which registration
statement has been filed by the Company with the Commission under the Securities
Act of 1933 (the "1933 Act").
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents and information filed by the Company (Commission File
No. 0-11510) with the Securities and Exchange Commission are incorporated herein
by reference:
a) The Company's annual report on Form 10-K for the year ended
December 31, 1995;
b) The Company's quarterly reports on Form 10-Q for the
quarters ended March 31, 1996 and June 30, 1996;
c) The description of Common Stock which is contained in the
Company's Registration Statement on Form S-2 under the 1933
Act (Commission File no. 33-36017).
All reports and other documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination
of the offering of the Common Stock offered hereby shall be deemed to be
incorporated by reference herein and to be a part thereof from the date of
filing of such reports and documents.
The Company undertakes to provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the information, including that described above, which has been
incorporated by reference into the registration statement of which this
Prospectus is a part (other than exhibits to such information, unless such
exhibits are specifically incorporated by reference into such information).
Requests should be directed to: Secretary of the Board, CNB Bancshares, Inc.,
20 N.W. Third Street, Evansville, Indiana 47739-0001, telephone number (812)
464-3400.
USE OF PROCEEDS
No determination has been made as to the specific uses of the proceeds from the
sale of the shares of Common Stock herein being offered by the Company, in part
because the Company has no precise method of estimating the number of shares
that will be sold over the duration of the Plan, the timing of the sales of
shares, or the prices at which the shares will be sold. The Company will add
such proceeds to its general funds to be used for the Company's general
corporate purposes.
Page 1
THE PLAN
The following question and answer statements constitute the full provisions of
the Dividend Reinvestment and Stock Purchase Plan of CNB Bancshares, Inc.,
adopted by the Board of Directors of the Company on April 9, 1985, and last
amended on October 16, 1996.
PURPOSE
1. What is the purpose of the Plan?
The Plan is a simple and convenient method by which shareholders can
purchase additional shares of Common Stock. Once a participant is
enrolled in the Plan, cash dividends and optional payments made by the
participant will be used to purchase additional shares of Common Stock
(both whole and fractional shares) as outlined in the Plan. The
Administrator may direct that the shares be purchased either on the
open market or from the Company. Should the shares be purchased from
the Company, the proceeds received will be used for general corporate
purposes.
ADVANTAGES
2. What are the advantages of the Plan?
a) Cash dividends on all or a portion of a participant's Common
Stock may be automatically reinvested in additional shares
of Common Stock.
b) Additional shares of Common Stock may be purchased by making
optional payments of not less than $50 up to $5,000 per
month.
c) Reinvested cash dividends and optional payments will be
fully invested because the Plan provides for fractional
shares to be credited to a participant's account (up to
three decimal places). Additionally, dividends on such
fractional shares, as well as whole shares held under the
Plan, will be automatically reinvested and credited to the
participant's Plan account.
d) The shares of Common Stock purchased on behalf of a
participant under the Plan will be held in safekeeping by
the Administrator until termination of participation in the
Plan, or until the participant requests that a certificate
be issued. Certificates for shares of Common Stock may also
be surrendered to the Administrator for safekeeping (see
Question 18).
e) Record keeping will be simplified since participants will
receive a statement each time there is activity in their
plan account.
PARTICIPATION
3. Who is eligible to participate in the Plan?
Individuals who are currently holders of record of Common Stock
("Registered Owners") or are Employees of the Company may participate
in the Plan.
Page 2
4. May a shareholder whose stock is registered in the name of a broker
participate in the Plan?
Registered Owners are eligible to participate in the Plan with respect
to some or all of their shares. However, any person who beneficially
owns shares which are registered in the name of a broker or nominee
should first have those shares transferred to their own name in order
to have dividends on the shares reinvested. This is a simple
procedure which a broker or nominee can handle upon request.
5. How does an eligible shareholder participate in the Plan?
Registered Owners who wish to enroll in the Plan must submit a
properly completed Enrollment Card to the Administrator. If an
Employee of the Company is not currently a Registered Owner of the
Company's Common Stock, such Employee must submit a properly executed
Enrollment Card along with a minimum initial investment of $100 to the
Administrator or as the Administrator otherwise instructs. Enrollment
Cards may be obtained from the Administrator at The Citizens National
Bank of Evansville, CNB Bancshares Dividend Reinvestment Plan, P.O.
Box 778, Evansville, Indiana 47705-0778, telephone (812) 464-3416.
6. What alternatives are available to participants in the Plan?
The following investment options are available to participants and are
designated on the Enrollment Card.
a) "Full Dividend Reinvestment"
This option directs the Administrator to reinvest the cash
dividends on all the Common Shares registered in a
participant's name, including all whole and fractional Plan
shares. This option also permits a participant to make
optional payments of not less than $50 up to a total of
$5,000 per month.
b) "Partial Dividend Reinvestment"
This option directs the Administrator to reinvest the cash
dividends on a portion of the Common Shares registered in a
participant's name. Such number of shares can be any
number, up to and including the number of shares currently
owned of record. This option also permits a participant to
make optional payments of not less than $50 up to a total
of $5,000 per month.
c) "Optional Payments Only"
This option allows a participant to make optional payments
of not less than $50 up to a total of $5,000 per month
toward the purchase of additional shares of Common Stock.
If this option is selected, the participant will continue to
receive cash dividends on all certificated shares of Common
Stock. This option should only be elected if the
participant does not elect either Full Dividend Reinvestment
or Partial Dividend Reinvestment.
In each case, dividends will be reinvested on all participating shares
and on all Plan shares held in a participant's Plan account, including
dividends on shares of Common Stock purchased with optional payments,
until a participant specifies otherwise, withdraws from the Plan, or
until the Plan is terminated. In order to receive cash dividends on
Plan Shares rather than reinvest such dividends, those shares must be
withdrawn from the Plan by written notification to the Administrator.
7. When may a shareholder enroll in the Plan?
Registered Owners may enroll in the Plan at any time. If a properly
completed Enrollment Card is received prior to the record date for a
dividend payment, then reinvestment will begin with that dividend.
Participants will remain enrolled in the Plan until their
participation is discontinued at their request or is terminated by the
Company.
Page 3
ADMINISTRATION
8. Who administers the Plan?
The Citizens National Bank of Evansville administers the Plan and acts
as agent for the participants.
COST
9. What does it cost to participate?
As of the date of this Prospectus, no brokerage commissions or fees
are charged to participants on purchases of Common Stock made through
the Plan, and no service charges are assessed against participants.
All costs of administering the Plan are being paid by the Company.
The Company has no current intentions of assessing charges to
participants, however, the costs of administering the Plan may be
passed on to the participants in the form of service charges upon not
less than 30 days prior notice to participants.
PURCHASE OF SHARES
10. What is the price of shares purchased through the Plan?
The price of shares purchased by the Administrator from the Company
with reinvested cash dividends will be the average of the closing
prices for the Company's shares, (as reported on the NYSE, for the
five (5) immediately preceding business days) less the "Dividend
Reinvestment Discount" which is described below. The price of shares
purchased by the Administrator on the open market will be the actual
price paid less the Dividend Reinvestment Discount.
The price of shares purchased by the Administrator from the Company
with optional payments will be the average of the closing prices for
the Company's shares, as reported on the NYSE, for the five (5)
immediately preceding business days. The price of shares purchased by
the Administrator on the open market will be the actual price paid.
The Dividend Reinvestment Discount as of the date of the Prospectus,
has been set at 3% and is subject to change at the sole discretion of
the Company. The Dividend Reinvestment Discount may be increased,
decreased or eliminated upon not less than 30 days prior notice to the
Plan participants.
11. When are purchases made?
Purchases are made on or about the first business day of each month
(the "Monthly Investment Date") but for optional payments made in a
month when a dividend is paid, the investment date will be the same as
the dividend payment date. In making purchases for the participant's
accounts, the Administrator may commingle the participant's funds with
those of other shareholders of the Company participating in the Plan.
12. May the Plan purchase shares in the open market?
Yes. At the discretion of the Administrator, the Company's shares may
be purchased either from the Company or on the open market.
Page 4
13. How many shares are purchased for each participant?
A participant's Plan account will be credited with that number of
shares, including fractional shares computed to three decimal places,
equal to the amount of dividends paid on shares allocated to a
participant's Plan account plus the total amount invested through
optional payments, if any, divided by the applicable purchase price
per share.
OPTIONAL PAYMENTS
14. Can additional shares be purchased?
Yes. Additional shares may be purchased with optional payments.
15. When can optional payments be made?
Optional payments can be made at any time, and those received on or
before the 25th day of the month (the "Monthly Cut-Off Date") will be
invested by the Administrator on or about the Monthly Investment Date.
For optional payments made in a month when a dividend is paid, the
investment date will be the same as the dividend payment date.
Optional payments received after the Monthly Cut-Off Date will not be
returned but will be held by the Administrator and invested on the
Monthly Investment Date for the next month. No interest will be paid
on optional payments preceding their investment so participants should
time their payments so that they are received by the Administrator
shortly before or on the 25th day of the month.
16. What limitations apply to Optional Payments?
Plan Participants may invest through optional payments a minimum of
$50 and a maximum of $5,000 per month. Optional payments of less than
$50 and that portion of any optional payment that exceeds the maximum
optional payment limit will be returned to the participant without
interest. For purposes of the maximum monthly limitation, initial
investments by Employees will be treated as optional payments.
17. How can a participant make Optional Payments to purchase additional shares?
A participant may initially make an optional payment by enclosing with
an Enrollment Card a check or money order made payable to CNB
Bancshares Dividend Reinvestment Plan. NO CASH PAYMENTS WILL BE
ACCEPTED. Thereafter, the participant may make optional payments by
sending a check or money order along with the bottom portion of the
account statement. A participant does not have to send the same
amount of money each month, nor is there an obligation to make an
optional payment at any time.
Participants may also make optional payments by monthly electronic
funds transfer. A participant may instruct the Administrator to
arrange for automatic deductions once a month from a participant's
designated account at a qualified institution by requesting an
Automatic Debit Authorization Form from the Administrator. Automatic
debits must be at least $50 per payment and cannot exceed $5,000 per
month. The participant's designated account will be debited on the
25th day of each month (or if such day is not a business day, the
preceding business day). Automatic Debit Authorization forms to
initiate automatic debits received after the 20th of the month will be
processed the following month.
Page 5
SAFEKEEPING OF STOCK CERTIFICATES
18. What happens to stock certificates under the Plan?
Stock certificates for shares purchased through the Plan will not be
issued unless specifically requested, relieving participants of the
responsibility of certificate safekeeping. Certificates for full
shares will be issued without charge upon written request directed to
the Administrator.
REPORTS TO PARTICIPANTS
19. How will participants be informed about their account?
Each participant will receive a quarterly statement of his or her Plan
account as soon as practicable after each dividend payment date. The
statement will show, among other things:
a) Total shares of Common Stock, including fractional shares,
credited to the participant's Plan account;
b) The price per share of each transaction;
c) The amount of the applicable discount, if any; and
d) Appropriate data for Federal income tax reporting.
For months occurring between quarterly dividend payments, each
participant who has made an optional payment will receive a notice
showing:
a) The amount of the payment received,
b) The total shares of Common Stock, including fractional
shares, credited to the participant's Plan account; and
c) The price per share of each transaction.
FEDERAL INCOME TAXES
20. What are the Federal income tax consequences of participation in the Plan?
Participants in the Plan will be considered to have received a
dividend for Federal income tax purposes equal to the fair market
value of the shares purchased with the reinvested dividends. Such
fair market value will become the participant's basis in the shares
purchased under the Plan. The fair market value of shares for tax
purposes will be the average of the closing prices of the shares as
reported on the NYSE for the five (5) business days immediately
preceding the dividend payment date. The participant's holding period
of such shares shall begin on the day following the dividend payment
date.
Participants in the Plan who elect to invest in additional shares by
making optional payments will be treated for Federal income tax
purposes as having received a dividend equal to the excess, if any, of
the fair market value of the shares purchased over the optional
payment made. The fair market value of shares for tax purposes will
be the closing price of the shares on the date of purchase as reported
on the NYSE. The participant's tax basis in the shares purchased with
an optional payment will be equal to the fair market value of the
shares acquired. The participant's holding period of such shares
shall begin on the day following the date on which the shares are
purchased.
Page 6
If shares are purchased on the open market (whether purchased with
reinvested cash dividends or optional payments), the Internal Revenue
Service has ruled that a participant will be treated as having
received an additional dividend equal to the participant's share of
the brokerage commission, if any, paid by the Company in connection
with the purchase of such shares. The tax basis of shares purchased
in open market transactions will include the brokerage commissions, if
any, paid by the Company in connection with the purchase of such
shares.
A participant will not recognize any taxable income when certificates
are issued for shares credited to the participant's account, either
upon the participant's request for certificates or upon withdrawal
from or termination of the Plan.
A participant will recognize gain or loss when whole shares,
fractional shares or stock rights (see Question 26) are sold or
exchanged on behalf of the participant or when the participant sells
his or her shares after withdrawal from or termination of the Plan.
The amount of such gain or loss will be the difference between the
amount that the participant receives for the shares or stock rights
and the participant's tax basis.
If the participant is not subject to "backup" withholding of Federal
income tax, the full amount of dividends received will be used to
purchase shares under the Plan. However, if the participant is
subject to "backup" withholding, the amount of Federal income tax
withheld will reduce the amount available to purchase shares. A
participant is subject to "backup" withholding if the participant
fails to furnish their Social Security number to the Company, if the
Internal Revenue Service notifies the Company that an incorrect number
was furnished, if the participant is notified that they are subject to
"backup" withholding under Section 3406(a)(1)(C) of the Internal
Revenue Code or if the participant fails to certify to the Company
(for accounts opened after December 31, 1983) their Social Security
number and that they are not subject to "backup" withholding. Each
participant will be required to furnish a Form W-9 to the Company
which contains the required certifications in order to have dividends
on shares enrolled in the Plan reinvested without withholding.
In the case of foreign shareholders, taxable income under the Plan is
subject to Federal income tax withholding. The Administrator will
make reinvestments net of the amount of tax required to be withheld.
Regular statements of account confirming purchases made for foreign
participants will indicate the amount of tax withheld.
All participants are urged to consult their own tax advisors to
determine the particular tax consequences which may result from their
participation in the Plan and the subsequent disposal of shares
purchased through the Plan.
WITHDRAWAL
21. How does a participant withdraw from the Plan?
In order to discontinue participation in the Plan, a written notice
must be signed by the participant (exactly as the participant's name
or names appear on the most recent statement of account) and sent to
the Administrator. Upon withdrawal by a participant or upon
termination of the Plan by the Company, certificates for whole shares
credited under the Plan will be issued to the participant and a check
will be sent to the participant for any remaining fractional share.
Such payment will be based on the average of the closing prices for
Common Stock, as reported on the NYSE, for each of the five (5)
trading days immediately preceding receipt of the withdrawal notice by
the Administrator or termination of the Plan by the Company.
22. When may a participant withdraw from the Plan?
A participant may withdraw from the Plan at any time. A withdrawing
participant may stop an investment if written instruction to do so is
received by the Administrator:
Page 7
a) At least five (5) business days before the Monthly
Investment Date in the case of an optional payment; or
b) At least five (5) business days prior to the dividend record
date in the case of reinvested dividends.
Any dividend or optional payment received by the Administrator for
which investment has been stopped by such instruction will be returned
promptly to the participant.
23. What happens when a participant sells or transfers all of the shares
of Common Stock registered in the participant's name?
If a participant should sell or transfer all shares of Common Stock
registered in the participant's name, the Administrator will continue
to reinvest the dividends on the shares credited to the participant's
account under the Plan until final account disposition instructions
are received from the participant.
Because the Plan is intended to be available only to registered
shareholders and employees, the Administrator will attempt to contact
by mail any participant who is no longer a registered shareholder to
determine final disposition of shares credited to the participant's
Plan account. However, if at such time there is less than one full
share credited to the participant's account, in lieu of attempting to
contact the participant, the Administrator will close the account
automatically and pay to the participant, at the latest known address
of the participant, a cash settlement (determined as described above
in Question 21) in lieu of the fractional share.
OTHER INFORMATION
24. How will a participant's shares be voted at meetings of shareholders?
For each meeting of shareholders, a participant will receive proxy
materials that will enable the participant to vote both those shares
which are registered in the participant's name and those shares which
are credited to the participant's Plan account.
Participants may vote their shares, including all shares held in their
Plan accounts, in person at any shareholders' meeting.
In no event will the Administrator exercise its own discretion in
voting any shares held on behalf of the Plan participants.
25. What are the responsibilities of the Company and the Administrator under
the Plan?
The Administrator has no responsibility with respect to the
preparation and content of this Prospectus. The Company and the
Administrator, in administering the Plan, will not be liable for any
act done in good faith or for any good faith omission to act,
including, without limitation, any claims of liability arising out of
failure to terminate a participant's Plan participation upon such
participant's death prior to receipt of legally sufficient
instructions with respect thereof.
PARTICIPANTS SHOULD RECOGNIZE THAT NEITHER THE COMPANY
NOR THE ADMINISTRATOR CAN ASSURE PARTICIPANTS OF PROFITS, OR
PROTECT PARTICIPANTS AGAINST LOSSES, ON SHARES PURCHASED
AND/OR HELD UNDER THE PLAN.
Page 8
26. If the Company issues rights to purchase securities to the holders of
Common Stock, how will the rights on Plan shares be handled?
In the event the Company makes available to the holders of Common
Stock rights to purchase additional shares of Common Stock or any
other securities, the Administrator will sell such rights accruing to
shares of Common Stock held by the Administrator for participants and
invest the proceeds on the next dividend reinvestment date in
additional shares of Common Stock for the accounts of the
participants. Any participant who wishes to be in a position to
exercise any such rights which the Company may make available in the
future to holders of its Common Stock with respect to shares purchased
through the Plan should request Certificates for full shares purchased
for their account through the Plan. (See Question 18).
27. What happens if the Company issues a stock dividend or declares a stock
split?
Any shares representing stock dividends or stock splits distributed by
the Company will be credited to the participant's Plan account.
Participants that select the "Optional Payments Only" feature in the
Plan will receive their stock certificates through the mail in the
same manner as other shareholders who are not participating in the
plan.
28. May the Plan be changed or discontinued?
The Company reserves the right to suspend, modify or terminate the
Plan at any time and to interpret and regulate the Plan as it deems
necessary or desirable in connection with the operation of the Plan.
All participants will receive notice of any such suspension,
modification or termination. Upon termination of the Plan by the
Company, a certificate will be issued to each participant for the
number of full shares in such participant's account. Any fractional
share in such participant's account will be converted to cash
(determined as described above in Question 21) and remitted to the
participant.
The Administrator reserves the right to resign at any time upon
reasonable notice to the Company in writing. The Company may at any
time elect to replace the Administrator with a successor
administrator, upon reasonable notice to both parties.
29. Where should correspondence regarding the Plan be directed?
All correspondence concerning the Plan should be addressed to:
The Citizens National Bank of Evansville
Administrator, CNB Bancshares Dividend Reinvestment Plan
P.O. Box 778
Evansville, Indiana 47705-0778
THE COMPANY
CNB Bancshares, Inc. is the issuer of the Common Stock referred to herein. The
Company's principal executive office is located at 20 N.W. Third Street,
Evansville, Indiana 47739-0001, and its telephone number is (812) 464-3400. The
Company owns 100 percent of the stock of The Citizens National Bank of
Evansville.
COMMISSION POSITION ON INDEMNIFICATION
The Bylaws of the Company provide that the Company shall indemnify any director
or officer of the Company against any and all liability and reasonable expense
that said director or officer may incur in connection with or resulting from any
claim, action, suit or proceeding, or civil, criminal, administrative or
investigative action, or
Page 9
threat thereof, by reason of said director's or officer's being or having been a
director or officer of the Company or serving or having served at the request
of the Company as director or officer of another corporation, partnership,
joint venture, trust or other enterprise, if either (i) the officer or
director is wholly successful in any such claim, action, suit or proceeding,
or (ii) the officer or director is not wholly successful but it is
nevertheless determined that such officer or director acted in good faith in
what they reasonably believed to be in, or not opposed to, the best interests
of the corporation and, with respect to any criminal action or proceeding,
either said officer or director had reasonable cause to believe their conduct
was lawful or had no reasonable cause to believe their conduct was unlawful.
The Bylaws further provide that the Board of Directors may approve
indemnification of directors, officers or other persons to the full extent
permitted by the Indiana business corporation law in effect at such time.
Insofar as indemnification for liabilities arising under the 1933 Act may be
permitted to directors, officers or persons controlling the Company pursuant to
the foregoing provisions, the Company has been informed that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Act and is therefore unenforceable.
LEGAL OPINIONS AND EXPERTS
The legality of this issue of Common Stock under the Plan is being passed upon
by Lewis, Rice & Fingersh, L.C., St. Louis, Missouri.
The consolidated financial statements of the Company for the year ended
December 31, 1995, incorporated by reference in the Company's Annual Report
(Form 10-K), have been audited by Geo. S. Olive & Co. L.L.C., independent
auditors, as set forth in their reports included therein and incorporated
herein by reference. The financial statements referred to above are
incorporated herein by reference in reliance upon such reports and upon the
authority of such firm as experts in auditing and accounting.
Page 10
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expense in connection with the
issuance and distribution of the securities described in the Registration
Statement:
Securities Act Registration Fee $ 7,135
"Blue Sky" Registration Fees $ 2,500 *
Legal Fees and Expenses $ 2,500 *
Printing and Typesetting Expenses $ 10,000 *
Miscellaneous Expenses $ 1,000 *
-----------
Total $ 23,135
* Indicates estimated fees or expenses.
Item 15. Indemnification of Directors and Officers.
The By-laws of the Company provide that it shall indemnify any of its directors
or officers against any and all liability and reasonable expense that said
director or officer may incur in connection with or resulting from any claim,
action, suit or proceeding, or civil, criminal, administrative or investigative
action, or threat thereof, by reason of said director's or officer's being or
having been a director or officer of the Company, or serving or having served at
the request of the Company as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, if either (i) the officer
or director is wholly successful in any such claim, action, suit or proceeding,
or (ii) the officer or director is not wholly successful but it is nevertheless
determined that such officer or director acted in good faith in what he
reasonably believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal action or proceeding, either said
officer or director had reasonable cause to believe his conduct was lawful or
had no reasonable cause to believe his conduct was unlawful. The By-laws
further provide that the board of directors may (i) authorize like
indemnification of persons who are not directors or officers of the Company but
are employees of the Company or are officers, directors or employees of any
subsidiary of the Company, and (ii) approve indemnification of directors,
officers and other persons to the full extent permitted by the Indiana Business
Corporation Law (the "Indiana Law") in effect at such time.
Page
Section 23-1-37-9 of the Indiana Law provides for "mandatory indemnification,"
unless limited by the articles of incorporation, by a corporation against
reasonable expenses incurred by a director who is wholly successful, on the
merits or otherwise, in the defense of any proceeding to which the director was
a party by reason of the director being or having been a director of the
corporation. Section 23-1-37-10 of the Indiana Law states that a corporation
may, in advance of the final disposition of a proceeding, reimburse reasonable
expenses incurred by a director who is a party to a proceeding if the director
furnishes the corporation with a written affirmation of the director's good
faith belief that the director has met the standard of conduct required by
Section 23-1-37-8 of the Indiana Law, that the director will repay the advance
if it is ultimately determined that he did not meet the standard of conduct
required by Section 23-1-37-8 of the Indiana Law, and that those making the
decision to reimburse the director determine that the facts then known would not
preclude indemnification under the Indiana Law. Section 23-1-37-13 of the
Indiana Law states that, unless a corporation's articles of incorporation
provide otherwise, an officer of a corporation is entitled to mandatory
indemnification to the same extent as a director, and that a corporation may
indemnify and advance expenses to an officer, employee or agent to the same
extent as a director or otherwise to the extent, consistent with public policy,
that may be provided in the corporation's articles of incorporation, bylaws,
action of the board of directors or contract.
The Company's By-laws further provide, in accordance with the Indiana Law, that
the Company shall have the power to purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the Company,
or is or was serving at the request of the Company as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
Company would have power to indemnify him against such liability under the By-
laws or the Indiana Law. Pursuant to a policy of directors' and officers'
liability insurance with total annual limits of $15,000,000, the Company's
directors and officers are insured, subject to the limits, retention, exceptions
and other terms and conditions of such policy, against liability for any actual
or alleged breach of duty, neglect, error, misstatement, misleading statement,
omission or other act done or wrongfully attempted while acting in their
capacities as directors or officers of the Company.
Item 16. Exhibits and Financial Statement Schedules.
The following exhibits are filed as part of this Registration Statement or
incorporated by reference herein:
(5) Opinion of Lewis, Rice & Fingersh, L.C. re legality;
(23)(a) Consent of Geo. S. Olive & Co. L.L.C.;
(23)(b) Consent of Lewis, Rice & Fingersh, L.C. (in opinion re legality);
(24) Powers of Attorney.
Page
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material
change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
Page
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Evansville, State of
Indiana, on October 17, 1996.
CNB BANCSHARES, INC.
By /s/ H. Lee Cooper III
___________________________________
H. Lee Cooper III
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed on October 17, 1996 by the following persons in the
capacities indicated.
Name Title/Position
/s/ H. Lee Cooper III Chairman of the Board
- ------------------------------
H. Lee Cooper, III
* President, Chief Executive Officer
- ------------------------------ and Director
James J. Giancola (principal executive officer)
/s/ John R. Spruill Executive Vice President
______________________________ (principal financial officer)
John R. Spruill
/s/ Ralph L. Alley Senior Vice President, Controller,
______________________________ and Treasurer
Ralph L. Alley (principal accounting officer)
* Director
______________________________
John D. Engelbrecht
* Director
______________________________
Lawrence J. Kremer
Page
* Director
- ------------------------------
Robert L. Koch II
* Director
- ------------------------------
Jerry A. Lamb
* Director
- ------------------------------
Burkley F. McCarthy
* Director
- ------------------------------
Robert K. Ruxer
Director
- ------------------------------
Thomas W. Traylor
* Director
- ------------------------------
Paul G. Wade
* By /s/ H. Lee Cooper III
_______________________
Attorney-in-fact
Page
INDEX TO EXHIBITS
Number Exhibit
(5) Opinion of Lewis, Rice & Fingersh, L.C. re legality.
(23)(a) Consent of Geo. S. Olive & Co. L.L.C.
(23)(b) Consent of Lewis, Rice & Fingersh, L.C. (in opinion re
legality).
(24) Powers of Attorney.
[LEWIS, RICE & FINGERSH LETTERHEAD]
October 17, 1996
CNB Bancshares, Inc.
20 N.W. Third Street
Evansville, Indiana 47739
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
In connection with a certain Registration Statement on Form S-3 (the
"Registration Statement") filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "Act"), and the rules
and regulations promulgated thereunder, you have requested that we furnish you
our opinion as to the legality of the shares of the common stock, $1.00 stated
value (the "Common Stock"), of CNB Bancshares, Inc. (the "Company") registered
thereunder, which Common Stock is to be issued pursuant to the Company's
Dividend Reinvestment and Stock Purchase Plan as set forth in the Registration
Statement.
As counsel to the Company, we have participated in the preparation of the
Registration Statement. We have examined and are familiar with the Company's
Certificate of Incorporation, Bylaws, as amended, records of corporate
proceedings and such other information and documents as we have deemed necessary
or appropriate.
Based upon the foregoing, we are of the opinion that the Common Stock has
been duly authorized and will, when issued as contemplated in the Registration
Statement, be validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an Exhibit to the Registration
Statement.
Very truly yours,
LEWIS, RICE & FINGERSH, L.C.
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement of
CNB Bancshares, Inc. on Form S-3 of our report dated January 26, 1996, appearing
in the Annual Report, which is incorporated by reference in Form 10-K of CNB
Bancshares, Inc. for the year ended December 31, 1995, and to the reference to
us under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
/s/ Geo. S. Olive & Co. LLC
Geo S. Olive & Co. LLC
Evansville, Indiana
October 16, 1996
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
CNB BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose signature appears
below hereby constitutes and appoints H. LEE COOPER III and JOHN R. SPRUILL, and
each of them, the true and lawful attorneys-in-fact and agents for him and in
his name, place or stead, in any and all capacities, to sign and file, or cause
to be signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-3 under the
Securities Act of 1933, as amended, relating to the issuance of common stock of
CNB Bancshares, Inc. in connection with the CNB Bancshares, Inc. Dividend
Reinvestment and Stock Purchase Plan, and any and all amendments and supplements
thereto, before or after effectiveness of such statements, and any and all other
documents required to be filed with the Commission in connection therewith,
granting unto said attorneys-in-fact and agents, full power and authority to do
and perform each and every act and thing requisite and necessary to be done as
fully and to all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-fact and agents
may lawfully do or cause to be done by virtue thereof.
Dated: October 16, 1996
/s/ James J. Giancola
--------------------------
James J. Giancola
Page
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
CNB BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose signature appears
below hereby constitutes and appoints H. LEE COOPER III, JAMES J. GIANCOLA and
JOHN R. SPRUILL, and each of them, the true and lawful attorneys-in-fact and
agents for him and in his name, place or stead, in any and all capacities, to
sign and file, or cause to be signed and filed, with the Securities and Exchange
Commission (the "Commission"), any registration statement or statements on Form
S-3 under the Securities Act of 1933, as amended, relating to the issuance of
common stock of CNB Bancshares, Inc. in connection with the CNB Bancshares, Inc.
Dividend Reinvestment and Stock Purchase Plan, and any and all amendments and
supplements thereto, before or after effectiveness of such statements, and any
and all other documents required to be filed with the Commission in connection
therewith, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done as fully and to all intents and purposes as the undersigned might or
could do in person, and ratifying and confirming all that said attorneys-in-fact
and agents may lawfully do or cause to be done by virtue thereof.
Dated: October 16, 1996
/s/ John D. Engelbrecht
---------------------------
John D. Engelbrecht
Page
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
CNB BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose signature appears
below hereby constitutes and appoints H. LEE COOPER III, JAMES J. GIANCOLA and
JOHN R. SPRUILL, and each of them, the true and lawful attorneys-in-fact and
agents for him and in his name, place or stead, in any and all capacities, to
sign and file, or cause to be signed and filed, with the Securities and Exchange
Commission (the "Commission"), any registration statement or statements on Form
S-3 under the Securities Act of 1933, as amended, relating to the issuance of
common stock of CNB Bancshares, Inc. in connection with the CNB Bancshares, Inc.
Dividend Reinvestment and Stock Purchase Plan, and any and all amendments and
supplements thereto, before or after effectiveness of such statements, and any
and all other documents required to be filed with the Commission in connection
therewith, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done as fully and to all intents and purposes as the undersigned might or
could do in person, and ratifying and confirming all that said attorneys-in-fact
and agents may lawfully do or cause to be done by virtue thereof.
Dated: October 16, 1996
/s/ Lawrence J. Kremer
-----------------------------
Lawrence J. Kremer
Page
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
CNB BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose signature appears
below hereby constitutes and appoints H. LEE COOPER III, JAMES J. GIANCOLA and
JOHN R. SPRUILL, and each of them, the true and lawful attorneys-in-fact and
agents for him and in his name, place or stead, in any and all capacities, to
sign and file, or cause to be signed and filed, with the Securities and Exchange
Commission (the "Commission"), any registration statement or statements on Form
S-3 under the Securities Act of 1933, as amended, relating to the issuance of
common stock of CNB Bancshares, Inc. in connection with the CNB Bancshares, Inc.
Dividend Reinvestment and Stock Purchase Plan, and any and all amendments and
supplements thereto, before or after effectiveness of such statements, and any
and all other documents required to be filed with the Commission in connection
therewith, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done as fully and to all intents and purposes as the undersigned might or
could do in person, and ratifying and confirming all that said attorneys-in-fact
and agents may lawfully do or cause to be done by virtue thereof.
Dated: October 16, 1996
/s/ Robert L. Koch II
----------------------------
Robert L. Koch II
Page
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
CNB BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose signature appears
below hereby constitutes and appoints H. LEE COOPER III, JAMES J. GIANCOLA and
JOHN R. SPRUILL, and each of them, the true and lawful attorneys-in-fact and
agents for him and in his name, place or stead, in any and all capacities, to
sign and file, or cause to be signed and filed, with the Securities and Exchange
Commission (the "Commission"), any registration statement or statements on Form
S-3 under the Securities Act of 1933, as amended, relating to the issuance of
common stock of CNB Bancshares, Inc. in connection with the CNB Bancshares, Inc.
Dividend Reinvestment and Stock Purchase Plan, and any and all amendments and
supplements thereto, before or after effectiveness of such statements, and any
and all other documents required to be filed with the Commission in connection
therewith, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done as fully and to all intents and purposes as the undersigned might or
could do in person, and ratifying and confirming all that said attorneys-in-fact
and agents may lawfully do or cause to be done by virtue thereof.
Dated: October 16, 1996
/s/ Jerry A. Lamb
-----------------------------
Jerry A. Lamb
Page
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
CNB BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose signature appears
below hereby constitutes and appoints H. LEE COOPER III, JAMES J. GIANCOLA and
JOHN R. SPRUILL, and each of them, the true and lawful attorneys-in-fact and
agents for him and in his name, place or stead, in any and all capacities, to
sign and file, or cause to be signed and filed, with the Securities and Exchange
Commission (the "Commission"), any registration statement or statements on Form
S-3 under the Securities Act of 1933, as amended, relating to the issuance of
common stock of CNB Bancshares, Inc. in connection with the CNB Bancshares, Inc.
Dividend Reinvestment and Stock Purchase Plan, and any and all amendments and
supplements thereto, before or after effectiveness of such statements, and any
and all other documents required to be filed with the Commission in connection
therewith, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done as fully and to all intents and purposes as the undersigned might or
could do in person, and ratifying and confirming all that said attorneys-in-fact
and agents may lawfully do or cause to be done by virtue thereof.
Dated: October 16, 1996
/s/ Burkley F. McCarthy
------------------------------
Burkley F. McCarthy
Page
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
CNB BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose signature appears
below hereby constitutes and appoints H. LEE COOPER III, JAMES J. GIANCOLA and
JOHN R. SPRUILL, and each of them, the true and lawful attorneys-in-fact and
agents for him and in his name, place or stead, in any and all capacities, to
sign and file, or cause to be signed and filed, with the Securities and Exchange
Commission (the "Commission"), any registration statement or statements on Form
S-3 under the Securities Act of 1933, as amended, relating to the issuance of
common stock of CNB Bancshares, Inc. in connection with the CNB Bancshares, Inc.
Dividend Reinvestment and Stock Purchase Plan, and any and all amendments and
supplements thereto, before or after effectiveness of such statements, and any
and all other documents required to be filed with the Commission in connection
therewith, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done as fully and to all intents and purposes as the undersigned might or
could do in person, and ratifying and confirming all that said attorneys-in-fact
and agents may lawfully do or cause to be done by virtue thereof.
Dated: October 16, 1996
/s/ Robert K. Ruxer
-------------------------------
Robert K. Ruxer
Page
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
CNB BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose signature appears
below hereby constitutes and appoints H. LEE COOPER III, JAMES J. GIANCOLA and
JOHN R. SPRUILL, and each of them, the true and lawful attorneys-in-fact and
agents for him and in his name, place or stead, in any and all capacities, to
sign and file, or cause to be signed and filed, with the Securities and Exchange
Commission (the "Commission"), any registration statement or statements on Form
S-3 under the Securities Act of 1933, as amended, relating to the issuance of
common stock of CNB Bancshares, Inc. in connection with the CNB Bancshares, Inc.
Dividend Reinvestment and Stock Purchase Plan, and any and all amendments and
supplements thereto, before or after effectiveness of such statements, and any
and all other documents required to be filed with the Commission in connection
therewith, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done as fully and to all intents and purposes as the undersigned might or
could do in person, and ratifying and confirming all that said attorneys-in-fact
and agents may lawfully do or cause to be done by virtue thereof.
Dated: October 16, 1996
/s/ Paul G. Wade
----------------------------
Paul G. Wade
